APPICTION MUTUAL NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered

into as of _____________ ____, 2010 of between ________________
(“Party”) and Appiction.com LLC, having its place of business at
11921 N. Mopac Expressway Suite 320 Austin Texas 78759.

Purpose: Party and Appiction.com LLC wish to explore a business

opportunity of mutual interest and in connection with this
opportunity wishes to execute this Non Disclosure Agreement
(“Agreement”).

1. Confidential Information: Confidential information means any

information disclosed to by one party to the other, either
directly or indirectly in writing, orally or by inspection of
tangible or intangible objects, including without limitation
documents, business plans, source code, software, documentation,
financial analysis, marketing plans, customer names, customer
list, customer data. Confidential Information may also include
information disclosed to a party by third parties at the
direction of a Disclosing Party. Confidential Information shall
not, however, include any information which the Receiving party
can establish (i) was publicly known and made generally available
in the public domain prior to the time of disclosure; (ii)
becomes publicly known and made generally available after
disclosure through no action or inaction of Receiving Party; or
(iii) is in the possession of Receiving Party, without
confidentiality restrictions, at the time of disclosure by the
Disclosing Party as shown by Receiving Party’s files and records
immediately prior to the time of disclosure. The party disclosing
the Confidential Information shall be referred to as “Disclosing
Party” in the Agreement and the party receiving the Confidential
Information shall be referred to as “Receiving Party” in the
Agreement.

2. Non-use and Non-disclosure: The Receiving Party agrees not to

use any Confidential Information for any purpose except to
evaluate and engage in discussions concerning a potential
business relationship between the parties hereto. Receiving Party
agrees not to disclose any Confidential Information to third

Appiction LLC. 1
11921 N. Mopac Expressway Suite 320 | Austin Texas | 78759 | Fax 866-811-1425
parties or to its employees, except to those employees who are
required to have the information in order to evaluate or engage
in discussions concerning the contemplated business relationship.
The Receiving Party shall not reverse engineer, disassemble or
decompile any prototypes, software or other tangible objects
which embody the Disclosing Party's Confidential Information and
which are provided to the Receiving Party hereunder.

3. Maintenance of Confidentiality Information: The Receiving

Party agrees that it shall take all reasonable measures to
protect the secrecy of and avoid disclosure and unauthorized use
of the Confidential Information. Without limiting the foregoing,
Receiving Party shall take at least those measures that Receiving
Party takes to protect its own most highly confidential
information and shall have its employees, if any, who have access
to Confidential Information sign a non-use and non-disclosure
agreement in content substantially similar to the provisions
hereof, prior to any disclosure of Confidential Information to
such employees. The Receiving Party shall not make any copies of
Confidential Information unless the same are previously approved
in writing by the Disclosing Party. The Receiving Party shall
reproduce the Disclosing Party’s proprietary rights notices on
any such approved copies, in the same manner in which such
notices were set forth in or on the original. The Receiving Party
shall immediately notify the Disclosing Party in the event of any
unauthorized use or disclosure of the Confidential Information.

4. No Obligation: Nothing herein shall obligate either party to

proceed with any transaction between them, and each party
reserves the right, in its sole discretion, to terminate the
discussions contemplated by this Agreement concerning the
business opportunity.

5. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.

NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR
OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials: All documents and other tangible objects

containing or representing Confidential Information and all
copies thereof which are in the possession of Receiving Party
shall be and remain the property of the Disclosing Party and
shall be promptly returned to the Disclosing Party upon the
Disclosing Party’s request.

7. No License: Nothing in this Agreement is intended to grant any

rights to either party under any patent, mask work right or
copyright of Company, nor shall this Agreement grant Receiving
Party any rights in or to Confidential Information except as
expressly set forth herein.

Appiction LLC. 2
11921 N. Mopac Expressway Suite 320 | Austin Texas | 78759 | Fax 866-811-1425
8. Term: This Agreement shall survive for a period of 1 year from
the date of disclosure of the Confidential Information.

9. Remedies: The Receiving Party agrees that any violation or

threatened violation of this Agreement will cause irreparable
injury to the Disclosing Party, entitling the Disclosing Party to
obtain injunctive relief in addition to all legal remedies.

10. Miscellaneous: This Agreement shall bind and inure to the

benefit of the parties hereto and their successors and assigns.
This Agreement shall be governed by the laws of Texas, U.S.A.,
without reference to conflict of laws principles. This document
contains the entire agreement between the parties with respect to
the subject matter hereof. Any failure to enforce any provision
of this Agreement shall not constitute a waiver thereof or of any
other provision hereof. This Agreement may not be amended, nor
any obligation waived, except by a writing signed by both parties
hereto. Any and all disputes arising under or related to this
Agreement shall be adjudicated exclusively in Texas, U.S.A. The
parties have executed this Nondisclosure Agreement as of the date
first above written.

Appiction.com, LLC.
By: Spencer Forrest
Title: CEO

________________________

By: ____________________

Company:________________

Title:__________________

Please fax this document and the NDA App Idea form back to us at
866-811-1425 with attention to your App Consultant or email it to
info@appiction.com. Thank you – Appiction.com

Appiction LLC. 3
11921 N. Mopac Expressway Suite 320 | Austin Texas | 78759 | Fax 866-811-1425